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Sunday, January 29, 2017

Is it fair for DCB to extend ESOP exercise period due to strategic change?

A niche private sector bank DCB(Development Credit Bank) was named by Motilal Oswal in its annual wealth creation study as a potential 100x bagger, subject to management validation :D
In Oct-15, they announced an ambitious plan(http://corporates.bseindia.com/xml-data/corpfiling/AttachHis/22B0BC71_2E4B_42AF_8CE5_3CABA08280AE_171649.pdf)  to double their branch network in 12months. They had even stated upfront that this investment would pay back only in 3-4 years. Unsurprisingly, despite their detailed planning, the stock market punished them by hammering down the stock by ~50%. Then the management rolled back the plan and said they would consult the analysts going forward  http://corporates.bseindia.com/xml-data/corpfiling/AttachHis/6577829A_1250_4D5C_AE43_DF6253C10D48_080642.pdf

Things settled down and the stock has nearly returned to its earlier levels. However, while reading the annual report, I came across this nugget indicating repricing of stock options 
During the year under review, the Bank has extended the exercise period from 5 years to 8 years from the date of vesting for all the unexercised options in force, as on July 1, 2015

I could not locate any specific shareholder approval for this measure, and it appears this was done to protect employees from their underwater stock options(remember the shares as at Mar 31,2016 was trading at ~Rs 70/share vs earlier levels of 140). This is quite sad that the 3yr extension was given without revising the exercise price upwards. Where is the skin in the game for the management to feel the pain like equity shareholders? Ironically, this extension happened even when the stock price was way above the weighted average exercise price of Rs 47(as at 31 Mar 2015), and hence most options would not have lapsed. 

Dr Vijay Malik has explained the volte face of the management very beautifully in his blog post

Tuesday, January 10, 2017

Value Investing Courses for Indians-some guides

Ok I admit it. The title is kinda clickbait to draw folks like you to this post. But having come here, why not spend 2min to decide whether it is worth while? While everyone feels their situation is different, that of the Indian markets is especially so. Like Ambit Capital opined in their Nov-16 report, while earnings yield of value stocks looks attractive, these stocks display limited potential to actually realise those earnings given their declining return ratios, excessive leverage and poor accounting practices. While the rising tide of demographics, reforms, zero interest rates driven liquidity lifts all boats, value investing is good to know to avoid being caught naked while the tides go out. For those interested in a detailed overview, read responses to the question on Quora.

Below are some links. Do note I do not specifically recommend any of these, so please do your due diligence

Distance Learning-Paid

Distance Learning-Free

Classroom Training/Workshops
http://www.flame.edu.in/academics/executive-education/fil-with-the-masters This is invite only
Valuepickr forum members sometimes meet up in cities like Mumbai, Kolkata, Delhi, Pune. Try and attend these meets.

https://www.linkedin.com/pulse/value-investing-internship-2016-ankur-jain  Might be one-off but for those serious, worth a try

Wednesday, November 2, 2016

Dynamic Asset Allocation-a genuine way to get outperformance in sideways market

If I had a rupee for each time I got a SMS/email/report guaranteeing me a multi bagger, I’d be a millionaire by now. Naturally, I am skeptical when someone claims the magic sauce of superior returns. But when that person has achieved it over a 13 year period across multiple market cycles, one would tend to sit up and pay attention. The below post outlines the dynamic asset allocation approach.
Volatility is the friend of value investors since it is at periods of extreme volatility that Mr Market offers bargains to buy, or premium prices to sell. However, most often, volatility is not a part of time  ‘Buy and hold’ is a cliché which fails in ‘sideways markets’. As Howard Marks puts it, markets are like pendulums which spend maximum time in the middle, and very little in extremes. So while equity returns do compound over time balancing out the periods of zero returns/negative returns, one wonders whether one can avoid even these periods of low returns. In theory, one can monitor market valuations levels and change the asset mix between debt, equity and cash. In practice however, this needs expertise and transaction costs, taxes and emotions reduce the odds of making alpha. Given the necessity of active management to spot and manage such potential periods of low returns, one could consider professional fund managers to do the same via specialized products/strategies which use dynamic asset allocation.
Being a member of the ICICI family be it savings account, home loan etc, I decided to see how ICICI performs in this. They have a fund called ICICI Prudential Balanced Advantage fund. http://www.icicipruamc.com/icici-prudential-balanced-advantage-fund
The fund benchmarks itself against the CRISIL Balanced Fund-Aggressive Index and has outperformed its benchmark over the last 3 yrs ending June 30, 2016. The equity benchmarks are Nifty 50 and debt benchmark is 1 yr Tbill. While one might question the relevance of the indices(since many investments are outside the benchmarks), the fact is that the fund’s returns exceeds the total of its benchmark returns. For example, in the year ended June 30,2016, the fund returned 6.7% while Nifty 50 and 1yr Tbill returned (0.96%) and 7.67%. The benchmarks returned totaled 6.71%, and averaged 3.36%(which was coincidentally the CRISIL index return, implying a possible 50:50 split. With the benefit of hindsight, someone investing in Tbills over Nifty 50 would have earned 7.67%, but lost only 1% return by choosing ICICI Prudential balanced fund, thereby achieving investment goals with much less risk. The picture is even more stark for inception to date returns, where the scheme CAGR of 14.62% outperforms the Nifty CAGR of 11.62%. The balance 3% yield is due to asset allocation to debt in times of flat markets. They have on average 70% equity exposure.
Also, one can withdraw upto 20% of the units till 18 months from investment, without an exit load(otherwise 1%). Post 18 months, exit load is NIL.
In short, it is apt for all investors-experts or otherwise-and this appears a superior substitute to debt or NCDs, in the Indian context.
Do note as always that this blog is not a substitute for professional investment advice. Further, mutual funds are subject to market risks, and the scheme related SID/other documents should be read carefully

Tuesday, October 25, 2016

Draft GST Formats-Some Observations

As professionals, part of the public service obligation in my view, is to go through draft proposals and try to refine/improve it. In that light, I decided to read the 70pg GST forms/rules, and find out any issues. Below are my observations.

FORM REG GST-1- Application for Registration under Section 19(1) of Goods and Services Tax Act, 20
Trade name is asked also as an optional field. Address contains latitude/longitude which might be used for apps/mapping. Reason for registration is sought including merger etc
Nature of premises ownership is asked including shared/Consent-this might be a risk mapping factor
DIN/Aadhar/PAN/Passport Number is asked for details of KMP, besides citizenship-helps cross matching
Name of Father/Mother instead of Name of Father
FORM GST REG 26-Form for Field Visit Report
Physical verification report has photograph of place with person present at verification time as also details of open, covered and, floor on which business done.
It ensures the person has visited the place, and gives details of the person interacted with. If only there is a similar facility for Swatch Bharat Abhiyan, things would be much better
Rule 1[e]Tax Invoice
name and address of the recipient and the address of delivery, along with the name of State and its code, if such recipient is unregistered and where the taxable value of supply is fifty thousand rupees or more-This provision will help curb URD menace and the bill to/ship to scam
The invoice should also include the PAN number of the unregistered recipient, so that it is easier for the government to track. Name/Address alone with end up in a physical/manual reconciliation

Sharekhan Ignite Trading Guarantee-the caveats render it usless

I got an email from Sharekhan offering a 1yr trading education program, with the claim that they are so confident in it, they will absorb the losses on your first 40 trades! However, while reading the full offer, I saw the below fineprint. Lesson learnt-ALWAYS read the fineprint

Total 40 trades to be taken under “controlled trades” in Ignite TradeTiger.
All trades will be intra-day (compulsory square off by 3.15pm).
Trades to be taken in cash segment only and in BigTrade scrips only. They are not confident enough to extent the offer to F&O/Commodity segment, or even to smaller scrips. Just shows their faith.
Order entry by bracket order only, i.e. entry, target and stop loss to be entered initially.
Maximum loss per trade will be Rs125. Position size will be decided accordingly by the system. For eg. if long entry is at Rs100 per share and stop loss is Rs99, then risk per share is Rs1. Position size in this case would be Rs125/Rs1 i e 125 shares. That means even if ALL 40 trades end in loss, their max risk is Rs 125*40 or Rs 5000. Do remember they would earn a minimum of 25-50 Rs in brokerage itself, so their risk is much less
At the end of all 40 trades, cumulative profit / loss will be calculated. If there is a net loss at the end of 40 trades, Sharekhan.com India Pvt. Ltd. will reimburse the loss to you. SO there is a setoff but no capping/retention of profit to you
For the purpose of profit/loss calculation, only market price of entry and exit shall be considered, i e other trading costs such as brokerage, STT etc will not be included. For small positions with max loss of Rs 125, these costs often equal the profit
To get the reimbursement, you will have to take all 40 trades in your account. The time limit for taking these 40 controlled trades is the end of the calendar month following your Certified Trading Professional course, i e if you have enrolled for the Certified Trading Professional course in September 2013, then the time limit for doing the 40 controlled trades will be till October 2013.
All the trades have to be as per Online Trading Academy’s core trading strategy that will be taught in the Certified Trading Professional course.
At least half of these trades must be as per trading calls given by the Ignite research team. The remaining trades can be based on your own analysis (using Online Trading Academy’s core trading strategy).

Monday, September 12, 2016

How to gauge management quality and integrity in India

There is a lot of articles on this but mostly in the western context. I thought to write a brief note on what I do to evaluate Indian companies
  1. What they say about themselves
    1. MD&A: There will obviously be puffery and exaggeration but do they take a balanced view and try to highlight risks/issues? Or do they just take credit in the good years and blame external factors in the bad years 
    2. AGM Q&A: Do they address all questions including critical questions?
    3. Conference Calls: How is the behaviour and confidence on the con-calls?
    4. Investor Presentations: Is the presentation balanced?
  2. What others say about them
    1. Scuttlebutt What do competitions,employees, channel partners, suppliers and regulators say about them? Are there serious quality or safety concerns? 
    2. Media(Incl interviews): What does the media say? Does this seem paid media/hagiography or an objective look?
  3. Public records
    1. Are they listed as defaulters or have criminal cases been filed? Have they/related entities defaulted on debt to banks, or has case been filed against them in personal capacity(eg murder-this is a real case against the MD of a listed infra co in maharashtra)
  4. How did they behave during adverse times
    1. Did they convert preferential issue warrants at above market prices? Or did they allow it to lapse: Before SEBI made it mandatory for preferential allotment to require a minimum 25% upfront non refundable advance, promoters used the warrants as a free 18month call option! While 25% is low, it is still enough of a deterrent for opportunistic investors. When the regulations were lax, did the promoters allow the warrant to lapse
    2. Did the company cease all non mandatory investor relations activity: Some companies in 'bad times'(when they make losses/stock price collapses) stop updating IR presentations or maintaining the site. If possible, ask a veteran investor in the stock if the company did like this. 
  5. Ownership/Shareholding pattern
    1. How much is purchased vs acquired via mergers into listed company, ESOPs etc: Have the ownership stake increased via merger of unlisted entities into the listed companies at valuations blessed by a pet merchant banker, in the era before this required majority votes from non interested shareholders
    2. How much is insider trading-and is this buy/sell? Do the promoters trade frequently in their sales? How much pledged and do they usually buy or sell>  
  6. How are their incentives aligned with yours
    1. Management compensation linkage with company profit: Do the promoters primarily link remuneration to profit or clearly defined KPIs
    2. Do the management take a pay cut/NIL pay when company starts defaulting/making losses?
    3. Related party transactions- red flags: Is a high extent of expense/sales from related parties? 
    4. Other related entities/business group: If having outside business interests or part of vertically integrated group, how aligned are the interests of the listed and non listed entities
    5. Minority shareholders Squeezeout: Have they squeezed out minority shareholders ever earlier(supposedly this was done by Godrej also one).
  7. Professional Management
    1. How much are the KMPs paid? Are the KMPs paid at the maximum possible limit? How reasonable is the compensation given industry salary levels?
    2. How much is the compensation growth of promoters vs others? Do promoters take a hike when everyone else is flat
    3. Are the 2nd generation promoters catapulted into high levels at remunerations greater than market levels? Is the 'usually foreign educated' son/daughter made a VP/AVP at levels greater than IIM/HBS alumni? This indicates undue favouritism. 

A guide to industry analysis for fundamental investors in India

·          Some points which struck me recently while listening to a friend: 

o    Industry Specific: Wherever there are specific statutes or regulators for an industry, understanding this is essential as also the dynamics. Some regulators are even handed(eg telecom, natural gas) while others leave much to be desired. Is there any possibility that your industry will be on the wrong side of these rulings Foreign regulation also matters as in FDA inspection of factories
o    Competition Law: Some industries like cement, tyres, shipping etc are perceived to be cartelistic, and therefore at risk of penalties from the Competition Commission.
o    Export/Import related-There have been export bans and/or pricing floors imposed on various commodities such as basmati rice, onions, sugar, iron ore.  Similarly, import tariffs have been raised on commodities supposedly dumped from China such as tiles, steel. Having an idea of the trade policy and the lobbying power of the industries(suppliers vs importers)
·          Banking/Finance regulations:
o    Foreign investment: Wherever there are foreign investments limits on shareholding and sectors and these are eased, the demand pool goes up therefore helping the stock price. Examples are industries where FDI limit raised from 49% to 75% or even to 100%-the stock prices goes up anticipating higher demand from FIIs/FPIs
o    Prudential Norm/Banking Regulation: When it becomes difficult for certain industries to raise more funds(say real estate, gems) from banks, they need to tap the bond market or expensive sources, and hence the stock price might fall. Same holds for regulations affecting troubled loan resolution(eg CDR, SARFAESI).
·          Taxation          
o    Indirect- some industries face ‘sin taxes’ such as tobacco, alcohol. This is a real risk for those companies
o    Direct-some benefit from tax holidays or weighted deductions on research, while some are tax free(eg SEZs, agriculture).
·          Customers
o    Pull vs Push: Is there a lockin of revenues or orders as evident via customer contracts and cash/carry, or is it a push driven credit dependent business
o    B2B or B2C: Is the company largely in B2B or B2C? If B2B, expect the margins to be lower unless it is a hidden champion. Just ask insurers who suffer from losses in group health insurance but who still continue it for revenues
o    ‘Sophistication’: Are the customers aware or do they think they are aware of the business? People may not understand paints or hardware (one reason why hardware shops mint money), but they ‘get’ FMCG and hence may not continue brands.
o    Value Migration: Is there a demographic migration from basic to luxury? Or do people migrate from products(eg scooters to bikes)? Implications
·          Competition/Industry
o    Market share of top few players: If the HHI index is below 50 or if the top few players do not exceed 50%, there is a sign of unorganized sector
o    Profit pool of industry and trends: Is the industry overall profitable or loss making(like airlines, ecommerce)? How has this trend changed in the last few periods?
o    Ecommerce/Online Impact: Is ecommerce favourable(say +ve for logistics, packaging, impulse purchases, advertising but –ve for brick and mortar)? Is there any industry where competitive advantage is negated via ecommerce distribution network access(eg ability to launch smartphones without dealer network, this has hit Samsung/Nokia/Apple)
o    Growth and import competition:  Is there a China threat? Are they getting bulk of the incremental demand(eg replacement tyres growth eaten up by China market)
o    Demand supply gap-presently and 5yrs: Do you have visibility on new capacities? Can  there be a scenario where the industry becomes surplus in capacity domestically or globally due to undergoing investments?
·          Suppliers:
o    Where the key suppliers are organized or have pricing power, expect your profits to be squeezed. Ask any customer of petrochemical firms in India
o    Statutory regulation on terms of trade-Whether it be quantity allocation(like natural gas priority allocation to power and fertilizers), price controls(coal, railway) or any statutory restriction on terms of trade, this has an impact.

Why you should not be glued to the market/watch ticker all the time

Day trading is not for everyone. An article I read recently explains it in great depth below(reproducing the whole article as it is simply too good!). For those with the FOMO(Fear of missing out) yet considering trading as a 2nd day job, they can get heart from this article.

  • Restraining oneself from watching the market until decision making time can help reduce anxiety and indecision issues. Having the discipline to stay relaxed until the necessary decision time (i.e. when the bar on your chart is about to be completed and that a new bar is about to be formed) is great but not everyone can do that.
  •  Once you glue yourself to the screen monitoring every tick, you mind cannot control itself in response to the changes in the chart. It is especially true when you have a position on. Your mind is working hard to make sense out of the information every second. You are practically setting yourself up to burn your brain out.
  •  Not everyone can analyze a fluid situation dynamically like the chess grandmasters do. Reduce the decision making process to very specific conditions and shut out the rest. After all, you are not playing chess. You are not required to compete in trading from start to finish. You can pick the battle you know you have better chance to win. Do not even look at the markets when the prescribed conditions are not showing. That will limit your mind from random thoughts messing up your decision making process.
  •  Some people are capable of highly concentrated real-time processing. But such talent has its limitations. Even if you are physically fit, using mental strength in highly concentrated ways every day will burn the brain out very quickly. This is what happen to many day traders working for trading firms as they are pushed to perform. It is not a good idea if you are planning to make day trading your career.
The solution is to utilize the talent by trading within a very short time window every day (e.g. just the first 10 minutes from stock market open). This allows the trader to fully focus within that short period of time making analysis and decisions on every tick. The rest of the day the trader can do other productive things. Most important of all, the trader is giving the brain time to recover so that long term performance is not jeopardized.

Thursday, August 25, 2016

Tricks companies play to avoid divulging too much to investors in the annual report

After reading around 30 annual reports of Indian listed companies this year, I have come to the conclusion that hardly 10% of the report is helpful. However, one needs to read the entire report to find out which footnote/portion is the most useful.

Typically, the reports follow the standard format of Directors Report(Managerial remuneration, director remuneration, board activity), Compliance Certificate, CSR Annexure and then audit report preceeding the audited financials. For companies with subsidiaries, consolidated financials are presented in addition to the standalone one. An annual report should ideally help one understand the story behind the numbers but this is usually not the case because

  1. Companies try and avoid segment reporting citing that they operate in 'one reportable segment'. This even when they claim geographical niches etc.  This helps them avoid divulging data on revenue, EBIT and capex at the segment level
  2. MD&A is merely commentary on up/down without insight
  3. There is no strategy outline, or even if there is, rarely any connection to long term trends
  4. Managerial Remuneration is not justified-rarely are performance KPIs and the scorecard publicly disclosed
  5. Even for the particulars of employee remuneration(those earning above 6MINR/year), companies usually exclude it from the report and send it to shareholders on request. This does  not help a casual reader get a feel for the company's HR/remuneration policy
  6. Where certain footnotes can be incriminating, companies change the alignment of the text from horizonal to vertical or vice versa. This is the case for segment reporting, related party transactions etc. 
All these can be overcome with diligence but it makes the process more painful. For those of you still interested in reading an annual report, following links may help

Two excellent resources for those interested in reading further

Tuesday, August 23, 2016

GMR Infrastructure Annual Report analysis 2015-16

GMR Infrastructure is the poster child of what ails infrastructure in India, and why equity investors often get the short end of the stick despite a well intentioned management. With a family trust resolving succession issues, reputed board members and iconic projects some even being the subject of case studies such as Delhi Airport/Kishangadh highway etc, GMR Infrastructure does command valuation premiums even basis reported numbers, while it trades at a P/BV of 1.6(negative PE multiple). However, it has been mired in regulatory issues(delays in gas linkages to power plants, court ordered delays in hydel plants, Maldives airport nationalization, Kishangadh highway bid cancellation due to 'force majure', CAG audit report claiming undue benefit to DIAL operator and power tariff regulators delayed acceptance of force majure to permit fuel price hike pass through), Some of these have reflected in the audit report with the management refusing to write down asset balances which are clearly doubtful,

The below table indicates that if the audit adjustments were given effect to, the company's reported loss would increase by 74%-172%, while the reported networth will erode by 53%-96%. This shows the importance of perusing the audit report and not just going by reported numbers

Little wonder then, that whenever there are regulatory announcement, the stock price oscillates like crazy. And with a F&O lot size >10,000, it is quite risky for speculators without insider information

Now, GMR is by no means alone as these links indicate. However, it is one of the most detailed and complex cases, therefore prompting me to write a blog post.

Monday, August 22, 2016

India Gate manufacturer KRBL annual report-some comments

Recently, I read the annual report of KRBL. Following observations

  • Typical 'lala' company with sole propritary auditor albeit quite well paid at 18lakhs, underpaid professional KMP(CFO at 35lakhs and CS at 7 lakhs; cost auditor at 0.5lakh).
  • Spent just 10% of CSR budget(!)-prudent financial management :D
  • Brand focus with commensurate R&D investments
  • Exports are largely to middle east
  • However, the company substantiates its leadership posiiton claim with data from AC Nielen on overall, traditional and modern trade market shares. 
Some accounting red flags via unexplained expenses growth in key items not commensurate with sales/explained factors

Amounts in Lakhs
Note Pg Item FY 2016 FY 2015 Variance Comment
29 149 Internal Auditor's Fees 32.5 20.22 61% E&Y appointed from 1 Oct 2015, at probably double the remuneration of earlier auditor(Pg41)
29 149 Land, Warehouse & Godown Rent 948.75 278.72 240% Topline growth only 7%, so this is unusual
29 149 Insurance Charges 144.92 77.95 86% Topline growth only 7%, so this is unusual
29 149 Testing & Inspection Charges 107.4 28.02 283% Export Sales growth only 40%(overall 7%) so this is unusual
30.02 150 Auditor Remuneration(Taxation matters) 10.77 1.69 537% Unexplained auditors payments-red flag

In totality, since the CAGR in revenues, EBIT, PBT are in line, and there has been debt reduction, the company does not seem a risk. However, above is an example of analysis which one could do to identify accounting risk.

Those interested in the annual report can download from below:

Monday, August 8, 2016

India Cements Annual Report 2016-some takeaways

In line with the increase in cement prices and improved economic outlook in its key areas of Andhra Pradesh/Telangana, the India Cements stock has returned ~40% in a few months. While it seems a speculative short in light of its murky corporate governance, I thought it apt to look at the report and see if any redflags. Following is the key points I saw-emphasis via red ink etc is all mine.

  • Unexplained Increase in auditor remuneration by 25%-Statutory auditors are M/s.Brahmayya & Co. (Registration No.000511S) and M/s.P.S.Subramania Iyer & Co. The Board of Directors at its meeting held on 26th May, 2016, based on the recommendation of the Audit Committee approved the payment of remuneration to the Statutory Auditors of Rs.50,00,000/- (Rupees Fifty Lakhs only) EACH (enhanced from Rs.40 Lakhs each) for the year 2016-17, besides reimbursement of service tax and all travelling and out of pocket expenses. 
  • Unresolved CSK(Chennai Super Kings) dispute: The Company was informed that CSKCL had sought the permission of BCCI, for the distribution of its shares by India Cements Shareholders Trust to the non-promoter shareholders of India Cements and India Cements Ex-cricketers Trust, on September 30, 2015. The Company has also been informed that the approval of BCCI is awaited.
  • Price increase despite overall capacity bulge-possible cartels? As the company puts it "The Indian cement industry which has a capacity of over 370 million tons could achieve a capacity utilisation of around 70% only for the year under review. The South in particular was affected with a much lower capacity utilisation. While the industry had to cope with inflationary pressures, including additional pay-outs on account of wage board settlements for the employees, the impact of the same was considerably reduced due to the sharp fall in oil prices and thereby reduction in the price of fuel. With fairly consistent selling price of cement coupled with improved operating parameters, the Industry could make reasonable bottom line despite lower capacity utilisation; the silver lining being the recovery in cement demand towards the end of the fiscal. ..The overall net plant realisation for the year was Rs.3793 per ton against Rs.3587 per ton in the previous year reflecting an increase of 6%"
  • Competition Act penalty still pending finality: The order passed by the Competition Commission of India (CCI) on 20th June 2012 against certain cement manufacturers including the Company alleging contravention of the provisions of The Competition Act, 2002 and imposing a penalty of Rs.187.48 Crores on the Company among others, was appealed against and the Competition Appellate Tribunal (COMPAT) allowed the same by its order dated 11.02.2015 setting aside the Order CCI and has remitted the matter back again to the CCI for re-adjudication while directing the refund of the pre-deposit of Rs.18.75 Crores to the Company. The matter is pending before the CCI after completion of the hearing on 22nd January 2016.

Sunday, August 7, 2016

Key takeaways from DLF Annual Report 2015-16

  • Employee cost reduced from Rs 349crores to 316crores despite a 20% revenue growth. 
  • 31.3MnSqft is rented out for Rs 26000MINR(annualized) at a 95% occupancy rate. This equates to Rs 850/Sqft/year or Rs 71/Sqft/month(!!). This with a reinvestment capex of just 5% of rental revenue. 
  • Investments in infrastructure paying out
    • 16lane road 8.5kms length from Delhi to Golf Course road nearing completion
    • Cybercity metro investments and highway spend
  • Consolidated Borrowing costs reduced y-o-y from 11.86%(11.48% standalone) to 11%(10.55% for standalone)
  • CSR Spend of 10.4crores is fully spent
  • Around 2000 permanenent employees of which 18% women
  • MD&A section contains details on litigation notably SEBI, COMPAT and P&H court orders. This is material but cannot be fully appreciated from the annual report.
  • Possible transfer pricing complexity here-since holding company does NOT account for majority of assets or profits. Below table indicates this. There does not seem negligible risk of tunneling since these key entities are nearly all 100% owned. But this profit split is strange.

Key takeaways from Reliance Industries Annual Report for 2015-16

It is not everyone's favourite pastime to open a 400+pg annual report, but I could not resist the urge to read the RIL annual report once it was released. Here goes my takeaways(in no particular order). Those interested can download it from http://www.ril.com/getattachment/56a9a0bd-d1e1-4735-9e8f-ece1e7e71e87/AnnualReport_2015-16.aspx

  • As versus prescribed CSR spend of ~56 crores, they have spent ~67 crores. Interestingly, nearly 90% of this is via Reliance Foundation and not directly.
  • They have a CFO and a Joint CFO, who earn Rs 14crs and 11crs respectively. The division of work between them is not too clear
  • Pg 13 and Pg 53 highlight Reliance's products in everyday life, and the product cycle chemistry. This is a must read for everyone
  • Mukesh Ambani has accepted remuneration of ~40% of his approved limit, in an effort to set a personal example for moderation in managerial remuneration. 
  • Jio's strategy seems similar to Wechat, in my view, considering the wish to integrate payments, communication and ecommerce. Would be interesting if they succeed.
  • On reading the ambitious plan for Jio which would account for ~20% of group capital employed, I decided to hunt for reviews of the pilot launch. This link(http://techpp.com/2016/05/26/reliance-jio-apps/) is not very complimentary of the user interface, and therefore apps like Magzter, Netflix could rest easy for some time
  • Under Prabir Jha, Reliance had switched to employee friendly initiatives like a 5 day week, RALP etc. But now, there is hardly any mention of HR in the report. While Reliance has a good employee brand (maybe not among IIM graduates but overall), the report could have focused more on building this
  • The company is VERY science  and technology focused  as evident from the space devoted to the discussion. 
  • Reliance achieved a 7yr high GRM/barrel of $10.8, which it attributes to  The ability to operate at high utilisation levels and switch product slate to suit market conditions enabled RIL to capture margin optimisation opportunities in the market.
  • Under an innovation program GenNexHub, the company encourages startup via incubatio as follows: During the four-month-long programme, GenNext Hub conducts workshops and mentoring sessions for start-ups in the areas of customer development, market traction, operations, product roadmap, fund raising and pitching. It also provides expertise in IP, legal, financial compliance, HR and specific sectorial expertise. GenNext Hub is uniquely positioned as a global programme that helps start-ups think big and grow fast. This seems inspired by Rocket Internet, since the areas are not too relevant to Reliance. 
  • The financials were not too insightful but that is only to be expected from a company audited by the Big4. 

Saturday, August 6, 2016

How management affects financial reporting-the case of Tata Power and Adani Power

As a veteran reader of annual reports would know, accounts (even audited ones) are subject to several adjustments/interpretations. This is because on the same facts, different people can take the same view. Auditors merely ensure that the management interpretation does not cross canons of incorrectness.

Facts in brief
Adani and Tata had bidded for coal based power plants respectively with capacities tied up under power purchase agreements (“PPAs”) for twenty five years with substantially fixed tariffs. The PPAs for these plants were made based on the commitments / understanding that domestic coal linkages would be available to meet the fuel requirements. However, adequate coal linkages were not made available due to various reasons not attributable to the respective subsidiary companies. In response to pleas for compensating the losses due to above, the respective state electricity regulators had granted part relief in form of interim compensatory tariffs, however this matter was litigated and has not reached finality as of now.

Stance taken by Adani Power-Recognize revenue
As per the assessment by the Management, it would not be unreasonable to expect ultimate collection of an equivalent amount as the CT towards relief due to impact of Force Majeure events which is predicated on the legal advice that the CERC may be guided by the principles of restitution / mitigation of the impact of the promulgation of the Indonesian Regulations and non-availability of short supply in determining the extent of impact of Force Majeure events. In view of the aforesaid, the Company has continued to recognise total revenue of H3,374.66 Crores on account of the CT upto 31st March, 2016 (including H674.19 Crores for the year ended 31st March, 2016 and H857.35 Crores for the year ended 31st March, 2015) based on the formula and methodology prescribed by CERC vide its order dated 21st February, 2014 considering the same as the most appropriate basis for measuring impact of the Force Majeure

Stance Taken by Tata Power-No revenue recognition-Director's report for FY 2015
CGPL has been legally advised that it has a good arguable case. However, in view of the pending appeal as mentioned above and considering that the amounts associated are significant, CGPL has not recognised revenue amounting to ` 757.89 crore for the year ended 31st March, 2015 and ` 1,019.06 crore for the period from 1st April, 2012 to 31st March, 2014. 
Above stance not expected to change as the company has not recorded this income in the audited accounts for the year ended 31 Mar 2016.

Both the below companies are audited by the same Big 4 auditor Deloitte. Yet on very similar facts and the identical rulings, the companies took a very different view to revenue recognition, and the . Tata Power conservatively chose not to record revenue considering the high stakes involved, while Adani Power decided to record it basis management assessment. Accounting risk is therefore higher in the latter, from an investor perspective. While the statutory auditor has qualified the audit report in Adani possibly for this reason citing it as an internal control weakness, this is more a process rebuke than calling it wrong accounting
According to the information and explanations given to us and based on our audit, a material weakness has been identified as at 31st March, 2016 in the Company relating to inadequate internal financial controls over financial reporting in respect of revenue recognition on account of additional tariff claims pending determination by regulator, and final outcome of the litigations.

Friday, June 10, 2016

Trading equity or commodity futures-a comparative analysis

In my view,  IF one’s views on a stock are driven primarily by the price of a particular commodity, then it may be better to invest directly in that commodity itself, due to more leverage, than trading via that future. This will be a more direct view and lower risk of trade slippage, as evident in below table where commodity futures wins over equity futures.

Equity Futures
Commodity Futures
Overall winner-which results in less trade volatility
Trade impact Cost/
Market Depth
Depends on free float
Usually negligible
(high for Agri)
Market Manipulation risk  on underlying asset
Possible(and has happened earlier on expiry)
Possible, but not easy to prove and usually counterbalancing forces prevail
Stock specific issues causing value traps/spikes
Possible(eg Cairn loan to HZL-cash trap)
Sector valuations convergence
Possible-multiples may change due to ‘re-rating’
Insider Trading
Front running of OPEC meetings possible
Geopolitics factors volatility
Domestic level
International Level(but domestic drives agri also)
Market Trading Times
9:15am to 3:30pm; Monday to Friday
10:00 am to 11:30 pm(Agriculture till 5pm)-Monday to Friday
10am-2pm Saturday-only Agri
Commodities-Can be done AFTER full time job
Cash Settled
 Physical Settlement risk possible
Circuit Filter
+-9%(or 4%-6%)